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Aeryn Sun is on Valdun, a planet of mystics and seers, walking through a town square and past an image of John Crichton. A man with bloody eyes approaches her saying he can talk to the dead, but she ushers him away. As she walks up some steps, she looks over her shoulder, but doesn't see Crichton.

On Talyn, Crais blames Stark for Aeryn's being on Valdun. They argue, with Stark saying that Aeryn wants him, until Rygel intervenes. Stark then tells the others that Valdun is filled with mystics and frauds and Aeryn's gone to talk to Crichton.

Aeryn sits on the balcony of her hotel room in regular street clothes. She studies her knife and glances at her pulse pistol, before calling someone via a comms, asking him to raise a man called Talyn Lyczac... her father.

Lying on her bed, confronted by a hidden memory of the old Crichton, and begins to remember the alternate life she lived, in which she and Crichton grew old together. Particularly, she remembers the pain she felt when she was older. She receives a knock at the door from a strange looking man. She says that he found her and told her he could contact her dead father, Talyn Lyczac, so she wants him to show her. He says that he can do more than just contact him... he is Talyn Lyczac!

Stark and Rygel arrive on Valdun and Stark hears Zhaan's voice. Rygel complains to Crais over the comms that Stark is going mad and begs him to come down. The blood-eyed man comes up to Rygel and as Rygel laughs at him, the man speaks of Kellor, whom he says forgives Rygel and knows a Dominar could not go against his own family. Rygel hovers back to Stark, wanting to leave. As they go to speak to the hotel owner, a familiar face looks on...

Talyn tells Aeryn that he had his face altered to hide. Using a Peacekeeper blood spectrometer, Aeryn discovers that their blood matches – he is Talyn. He goes to leave, knowing he is not what she wants, but she tells him to wait.

Stark and Rygel ask the hotel owner about Aeryn. Stark describes her as beautiful and says they are very close. The owner says that no Sebaceans are staying in his hotel and tells them to try a rival across town. As the owner and Rygel continue to talk, Stark hears Zhaan's voice and starts to walk away. He notices someone and quickly retreats, telling Rygel to not let her see them. He points her out to Rygel – it's Xhalax Sun! They watch as she executes the blood-eyed man for talking to Rygel.

On Talyn, Stark holds Crais at gunpoint for not killing Xhalax. Crais tells them that he knew that if they killed Xhalax, Peacekeeper High Command would send another squad, and another, so he offered Xhalax her life in return for telling High Command that they were all dead. Stark doesn't believe, and wants to kill him, but Rygel won't let him because Crais is the only one to pilot Talyn in Aeryn's absence.

Talyn asks Aeryn whom she really wanted to find and she tells him that it was a man who died. Talyn says that he will return later with a being that may be able to contact her loved one. When he leaves, Aeryn asks the hotel owner of his origins, but the owner is not forthcoming.

Crais, Rygel, and Stark all arrive, and Stark seeing a dying old woman nearby, helps with her 'passing over' contacting and retrieving some residual info on Aeryn's location from the dying/dead woman. He's informed she's there on one of the levels above. On the way back up to her room, Aeryn notices a number of couples kissing in the passageways and is reminded of loving times she and Crichton had shared, seeing visions of them making love.

Stark and Crais knock on her door, but she refuses to speak or let them enter, so Stark forces Crais to his knees at gunpoint outside her door (which Aeryn's able to witness through door's peephole/aperture). Aeryn steps out and Stark tells her that Xhalax is indeed alive and on Valdun. She brushes it off, saying that she's seen Crichton and her father and that any minute he will see Zhaan. Stark tells Aeryn that she's not just another vision as Crais never actually killed Xhalax, and pleads for her to come back with them saying he'll look after her. She tells him not to touch her, then brushes up against Crais in a puton sexual manner, saying he always wanted her, to steal her away from Crichton, teasing if he wishes he may now have the chance ? Stark pulls her up, but she gets him up against a wall at knifepoint and spits out that she will spear the last eye he has left, that what makes him even worse than Crais is he thinks he's so much better, then sends them both away.

Meanwhile, Talyn has got the thing that he wanted in a box and lets Xhalax know. In her hotel room, Aeryn steps out on her balcony and calls out for Crichton. She recalls a moment back on the Ancients' Earthsimulation, and starts to kiss a vision of him, the same way he kissed her then. When he vanishes, she gets up and goes over to the open balcony, where Rygel hovers up from below up to her, telling her of what he's been told about Kellor, whom he says was important in his life. Also that he's been missing her, but he knows that self-sacrifice is not the answer. He says that unlike Crais and Stark, he doesn't want to get with her, but Crichton loved her and wouldn't have wanted his death to lead her hereto her own. When she gets a knock from 'her father' Talyn, she tells him to just leave.

But Talyn has brought the Seer Cresus, a four foot four-eyed creature eerily looking much like a large half aborted clawed baby in a metal casing, asking her whom she wants to see/contact. Aeryn tells it about Crichton, that he loved her and that he made her a better person. After much contorting a short image of Crichton appears above the Seer's head (on the metal casing) saying "help me, bring me back." The Seer says (through Talyn) that it's never felt a stronger vision and Talyn adds that sometimes it can raise the dead. He leaves to get someone who he says will assist with the raising/reanimation. Aeryn dismisses it and lies down exasperated. Crichton appears at her side, saying they can't bring him back. She asks him if it was easy to be a hero, to just leave her behind. They start kissing, then suddenly Aeryn sadly realizes she's actually alone.

Xhalax storms into her room, and after a brief exchange of words (complaining about having to amputate her own leg after they/she abandoned her wounded), Talyn follows her in shortly after. Xhalax knocks him onto the bed and threatens to kill him. Aeryn tries to convince her that he's not the one she wants, but Xhalax gets Talyn to lie down and roll over, then unceromoniously shoots him dead. She says that things couldn't have worked out better and she's glad Aeryn and Talyn had met as it makes this revenge all the sweeter. She blames Aeryn for everything that has happened to her since her birth and says she wants Aeryn's pained suffering. She was so close to love and then lost it all in an instant. She asks Aeryn, now that she also has nothing, how it feels ?

Crais, Stark, and Rygel are trying to get information from the hotel owner, and after they threaten his life, he shows them a small hidden dumbwaiter-like type elevator they can use to access Aeryn's room. Suddenly, a few of the townspeople start shooting at them.

Aeryn tells Xhalax that when she walked in she knew that "Talyn" was not really her father; she had deeply hoped that he might've been, just like she'd hoped to see Crichton again, but in her heart she knew he wasn't her father. Xhalax wants not to believe her. Aeryn says that the Peacekeepers aren't actually as remarkable like she used to wrongly believe – because they do nothing for love. Xhalax says that she's wrong about that. After Aeryn's birth she was given an order that High Command called a "choice" – either Aeryn or Talyn had to die. She chose to kill Talyn so that Aeryn could live, and that she did for love. Meanwhile, Stark fights back against the townsfolk as Crais escapes up in the access lift to attempt save Aeryn.

Xhalax has Aeryn out on the balcony and says that she was not an assassin but a pilot before she killed Talyn, but they made her kill again and again after that till eventually she stopped caring. She knew Aeryn's suffering might ease her pain and it has. Aeryn says that Xhalax doesn't want to kill her and Xhalax shoots twice but misses (assumingly on purpose, for an assassin). Aeryn calls her out to the balcony, walks right up to the weapon and says that she can't miss up close, unless she really wants to. Then tells Xhalax to rather drop the gun, she hesitates, then just as she is about to Crais storms in and shoots her. Aeryn grabs Xhalax in her arms, half hanging over the ledge of the balcony, but Xhalax tells her to just let her go. She tells Aeryn that she died a long time ago, and looking into each other's eyes Xhalax tells Aeryn to live for her, then reluctantly Aeryn lets her go, to fall to her death far below.

On Talyn, Crais and Rygel watch a recording from Stark, who says that Zhaan is communicating with him and he has gone to look for her. He tells them not to follow and asks them to give the Crichton on Moya his mask, that he will know what to do with it. He asks them to take care of Aeryn, and says he will find them again. Crais says that Talyn has located Moya, and when they meet up, he will leave once Talyn has found another to pilot him.

In her room, Aeryn finishes dressing up in her old leather clothes, hair tied back. She tells a vision of Crichton that maybe if he had lived she could have become something different, but now he is gone she is what she was bred to be. Vision-Crichton calls her over, but she refuses, saying that he has to go now. As she leaves Cresus (who was still sitting there forgotten, and seems to have no means of self-propulsion) tells her that what they do on Valdun is usually mostly a fraud, but with Aeryn it seems/may have been real and asks if she wants to try one more time. Without looking she walks out and away, determined not to look back.

Stark (To Crais): Do I look like an idiot? Huh? Huh? Does he look like an idiot? Do I look like an idiot? Yeah? Well, I'm not! And we're not fooled by you. If you've got a deity, you better make your peace with it now, because I'm going to lead you to the other side, real quick.

Crais: You're not a child, like he is. How can I help you if I'm cuffed?

Rygel: Oh, you'll help. If someone starts shooting, you'll make a very good shield.

Aeryn: Was it easy to be a hero? Leave me behind?

John: You never think you're gonna die. I didn't know.

Aeryn: And now you want my pity.

Xhalax: Oh, no. I want your pain. To know how close I was... to love. So close... and then to lose it all in an instant. I've heard loved ones leave you in pieces, that little by little you start to forget things about them... but that's not true. You lose them, everything, instantly. And suddenly nothing can replace them... nothing. And now you have nothing. How does it feel?

Aeryn: You know, we Peacekeepers think that we are so remarkable, soldiers without equal, precise tacticians, purebloods. But I've realized that we're not remarkable. We do nothing for love. Not one thing.

Xhalax: You're wrong. Cycles ago, after your birth, I was given an order. They called it a choice. One of you must die, they said. I killed your father, so you could live. I did that for love.

Xhalax: I was bred to be a pilot, but they made me kill again, and again. And finally I stopped caring. But I knew your suffering would ease my pain. And it has. It has.

Xhalax: Let me fall, Aeryn.

Aeryn: No.

Xhalax Do it. Let me go. I died a long time ago. You live for me.

Aeryn: Maybe, I could have become something different. If you'd lived, I could have truly changed. But you are gone. And I am... what I was bred to be.

Mario Halouvas took his first major role as the Seer. Dave Elsey was so impressed that he was eager to give Halouvas more work. ("Cool Farscape Facts" - Starburst Edition DVD v3.3)

Claudia Black asked David Kemper for a script that she could "get her teeth into." She worked closely with Justin Monjo and Rowan Woods on the episode. Monjo had specifically asked to work on the episode that had Aeryn dealing with Crichton's death. ("Cool Farscape Facts" - Starburst Edition DVD v3.3)

In her final appearance as Xhalax Sun, Linda Cropper considers this to be her favorite episode, praising the Greek tragedy elements. ("Cool Farscape Facts" - Starburst Edition DVD v3.3)

Stark was sent on his journey in this episode in order to allow for Paul Goddard to appear on stage at the Sydney Opera House. ("Cool Farscape Facts" - Starburst Edition DVD v3.3)

This episode marks Zhaan's final appearance during this season, albeit only her voice.

This is the only episode in the entire series where a "real" Crichton does not make an appearance.

Unusually, the first vision of Crichton that Aeryn has is of the elderly Crichton seen in "The Locket", even though that version of Crichton had supposedly never existed in this timeline. This seemingly validates Zhaan and Stark's belief at the end of that episode that the alternate timeline continued to exist separate of the current one despite the events never occuring.